8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 18, 2019

AMERICAN FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Ohio	1-13653	31-1544320
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

301 East Fourth Street, Cincinnati, OH	45202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (513) 579-2121

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	AFG	New York Stock Exchange
6 1/4% Subordinated Debentures due September 30, 2054	AFGE	New York Stock Exchange
6% Subordinated Debentures due November 15, 2055	AFGH	New York Stock Exchange
5.875% Subordinated Debentures due March 30, 2059	AFGB	New York Stock Exchange
5.125% Subordinated Debentures due December 15, 2059	AFGC	New York Stock Exchange

Section 5—Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported, in connection with the transition by James E. Evans from his role as an officer and employee of American Financial Group, Inc. (“AFG”) to that of executive consultant, Mr. Evans agreed to a consulting agreement, as amended, that terminates on December 31, 2019.  On December 18, 2019, AFG and Mr. Evans renewed the consulting agreement for 2020 on the same terms except that the annual consulting fee was reduced to $150,000.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Amended and Restated Consulting Agreement dated February 23, 2015 between AFG and James E. Evans (incorporated by reference to AFG’s Form 10-K for the year ended December 31, 2014).

10.2 Letter Agreement dated December 18, 2019.

104 Cover page Interactive Date File (embedded within Inline XBRL document).

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AMERICAN FINANCIAL GROUP, INC.
Date: December 20, 2019	By:	/s/ Karl J. Grafe

Karl J. Grafe

Vice President

3

EX-10.2

Exhibit 10.2

December 18, 2019

James E. Evans

Great American Insurance Group Tower

301 East Fourth Street

Cincinnati, Ohio 45202

RE: Consulting Agreement Extension

Dear Jim:

The purpose of this letter is to set forth in writing our agreement concerning an extension of your service as an executive consultant to American Financial Group, Inc. (“AFG”) through 2020.

To that end, you and the Company hereby agree to extend your current consulting arrangement through December 31, 2020.  During the term, you agree to provide consulting services to AFG and related organizations, including, without limitation, the subsidiaries and affiliates of AFG and their shareholders, officers, directors, employees and agents (collectively, the “Company”), making yourself available to answer questions and consult with the Company upon reasonable request.  This consulting arrangement shall be on the same terms as provided in our current consulting arrangement, except as provided herein.  Specifically, the Consulting Fee to be paid you for your consulting services to the Company during 2020 shall be $150,000, paid in quarterly installments.

If after review of this letter, you find it acceptable, please sign, date and return an original copy to me.

Very truly yours,
AMERICAN FINANCIAL GROUP, INC.
By:	/s/ Carl H. Lindner III

Carl H. Lindner III

Co-Chief Executive Officer

ACCEPTED AND AGREED:

/s/ James E. Evans
James E. Evans
Dated:	December 18, 2019

XML

Document and Entity Information	Dec. 18, 2019
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 18, 2019
Entity Registrant Name	AMERICAN FINANCIAL GROUP, INC.
Entity Incorporation, State or Country Code	OH
Entity File Number	1-13653
Entity Tax Identification Number	31-1544320
Entity Address, Address Line One	301 East Fourth Street
Entity Address, City or Town	Cincinnati
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45202
City Area Code	513
Local Phone Number	579-2121
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001042046
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	AFG
Security Exchange Name	NYSE
5.875% Subordinated Debentures due March 30, 2059 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	5.875% Subordinated Debentures due March 30, 2059
Trading Symbol	AFGB
Security Exchange Name	NYSE
5.125% Subordinated Debentures due December 15, 2059 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	5.125% Subordinated Debentures due December 15, 2059
Trading Symbol	AFGC
Security Exchange Name	NYSE
6% Subordinated Debentures due November 15, 2055 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	6% Subordinated Debentures due November 15, 2055
Trading Symbol	AFGH
Security Exchange Name	NYSE
6 1/4% Subordinated Debentures due September 30, 2054 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	6 1/4% Subordinated Debentures due September 30, 2054
Trading Symbol	AFGE
Security Exchange Name	NYSE